DIRECTORS' REPORT

To The Members,

Govind Rubber Limited

The Directors have pleasure in presenting the 31^st Annual Report and Audited Financial Statements of the Company for the year ended 31^st March, 2016.

FINANCIAL RESULTS/PERFORMANCE:

Rs,In Lacs

REVIEW OF OPERATIONS:

Your Company has achieved a Gross Turnover and Operational Income of Rs.33,024 lacs as compared to Rs.37,268 lacs in the previous year. The Gross Profit is Rs.345 lacs as compared to Rs.397 lacs in the previous year. The Net Profit for the year stood at Rs.13 lacs as compared to Rs. 6 lacs in the previous year.

Your Company is undertaking various efforts to increase the revenue and cost rationalization measures to improve bottom-line of the Company.

DIVIDEND AND RESERVES:

Due to non-availability of sufficient profit, the Board of Directors does not recommend any payment of Dividend for the year under review.

During the year under review, no amount was transferred to General Reserve.

SHARE CAPITAL:

The paid up equity share capital as at March 31, 2016 stood at Rs. 21.84 crores divided into 2,18,38,463 Equity shares, having face value ofRs,10/- each fully paid up. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. As on March, 31 2016 none of the Directors of the company hold instruments convertible into equity shares of the Company.

OUTLOOK:

Your Company is making all its efforts to take growth in profitable segments by intensive working. The concern related to working capital shortfall and operational cost is being addressed by various new techniques and methods to improve overall financial performance of the Company. Your company will strive towards excellence in all performance parameters by creating value for its stakeholders.

AUDITORS AND AUDITORS REPORT:

At the Annual General Meeting held on 15th September, 2015 M/s. Jayantilal Thakkar & Co. Chartered Accountants, Mumbai, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In the proviso to section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Jayantilal Thakkar & Co. Chartered Accountants, Mumbai, as Statutory Auditors of the Company, is placed for ratification by the shareholders.

The Company has received letters from them to the effect that ratification of their re-appointment, if made would be within the prescribed limits under section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Auditors' Report for financial year 2015-2016 does not contain any qualification, reservations or adverse remark. The Auditors report is enclosed with the financial statements in this Annual Report.

COST AUDITORS:

As per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2015 the Board of Directors of the Company has appointed M/s. K.G Goyal & Associates as Cost Auditors of the Company to conduct the cost Audit for the financial year 2016-2017.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s GMJ & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-A.There is a qualification in the report regarding non compliance of the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on the constitution of the Board from 22^nd September, 2015

BOARD'S COMMENTS ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS IN THE AUDITORS REPORT:

There is no audit qualification in the financial statements by the statutory auditors for the year under review.

The Secretarial Auditors has given a qualification in Secretarial Audit Report related to Board Composition for certain period. Your Company tried to induct suitable person on Board as Independent Director, but it took time to finalize, now the Company has appointed suitable person on Board w.e.f .16^th May, 2016 and now the Composition of Board is as prescribed under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

The Company adheres to the requirements set out by the Securities and exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate Governance Practices.

The Corporate Governance and Management & Analysis Report, which form an integral part of this Report, are set out as separate Annexure B & C, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.

JOINT VENTURE:

To mark its global presence and cater the different geographies, the Company has a Joint Venture - GK Company Limited, in South Korea. Due to unavailability of the financial statements of Joint Venture with G K Company Ltd. South Korea, the Company is unable to comment on the same, however non-inclusion will not have any material impact on financial statements of Company.

CONSOLIDATED FINANCIAL STATEMENT:

The Company has not prepared consolidated financial statements due to unavailability of the financial statements of its Joint Venture with GK Company Ltd. - South Korea, for the year under review. However this non-inclusion will not have any material impact on Financial Statements of the company.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013, is included in this report as Annexure-D

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board made the following appointments/reappointments based on the recommendations of the nomination and remuneration committee:

During the year under review the Board has appointed Ms. Kumud Manseta and Mr. Sanjiv Rungta as Additional Director (Independent) w.e.f. 16.05.2016. They will hold office up to the ensuing AGM of the Company. The Company has received a notice under section 160 of the Companies Act, 2013 from a member of the Company proposing their candidature for the office of the Independent Directors for terms of 5 consecutive years commencing from the ensuing AGM.

During the year, Mr. Yash Rungta was appointed as an Independent Director of the company with effect from 07.11.2015. Due to preoccupation, he has resigned w.e.f 16.05.2016 and Mrs. Darshika Poddar has resigned w.e.f. 22.04.2016. The Board places on record its appreciation for the service rendered by them during their tenure with the Company.

Mr. K. M Garg resigned as an Independent Director with effect from 22.09.2015. The Board places on record its appreciation for the service rendered by him during his tenure with the Company.

The Board appointed Mr. Keshav Purohit as Company Secretary and Compliance officer effective 26.08.2015. In compliance with SEBI Listing Regulations, 2015.

The Company has received declarations from all Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013 and under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors. The Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole and Chairman and the Non-independent Directors was also carried out by the Independent Directors at their meeting held on 7^th November, 2015.

Similarly, the performance of various committees, individual independent and Non independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of Stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual Directors.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization program is available on our website (www.grltires.com/investor-relation.html).

NUMBER OF METINGS OF THE BOARD:

The Details of the number of Meetings of the Board held during the Financial Year 2015-16 forms part of the Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. The details of the Policy on Vigil Mechanism and Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

NOMINATION AND REMUNERATION POLICY:

The Board of Directors have re-constituted the Nomination and Remuneration Committee comprising 2 Independent Directors and 1 non-executive Director as members. The Nomination and Remuneration committee has framed the Nomination and Remuneration Policy and broad parameters are mentioned in Corporate Governance Report Section and also available on our website (www.grltires.com/investor-relation.html).

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on at arm'slength basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also before the Board for approval.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of section 135 of Companies Act, 2013 the company has constituted the Corporate Social Responsibility Committee (CSR).

The Corporate Social Responsibility (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The Company is in the process of identifying the projects for CSR spending. Efforts are being undertaken to implement the same in financial year 2016-17.

COMPOSITION OF AUDIT COMMITTEE AND OTHER DISCLOSURES:

The Composition of the Audit Committee has been given in Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES:

Particular of remuneration paid to the employees as required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given as none of the employee receives remuneration in excess of prescribed limit

APPOINTMENT OF M/S. LINK INTIME INDIA PRIVATE LIMITED AS THE REGISTRAR & TRANSFER AGENT OF YOUR COMPANY:

The Board of Directors of your Company, at their meeting held on 16^th May, 2016, approved the appointment of M/s. Link In time India Private Limited, as the Registrar & Transfer Agent with effect from 6^th May, 2016. In accordance with the Interim Order dated 22^nd March, 2016, issued by the Securities and Exchange Board of India (hereinafter referred to as "SEBI") against M/s. Sharepro Services (India) Private Limited and some of its employees, among other things, all client companies of them are required to conduct a thorough audit of the records and systems of them for the past ten years, concerning dividend payments and transfer of securities to determine whether dividends have been paid to actual/beneficial holders and whether securities have been transferred as per the provisions of law. The audit is required to be completed within three (3) months from the date of the SEBI's Order and the report is required to be submitted to SEBI. Accordingly, your Company has appointed M/s. GMJ & Associates, Company Secretaries, for conducting the audit. They have submitted their report and no irregularity was reported for Dividend and Transfers and their report has been submitted to SEBI. Your Company is committed to protecting the interests of its shareholders.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE011C01015. Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company's website www.grltires.com.All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

PUBLIC DEPOSIT:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and there was no outstanding deposit as on 31^st March, 2016.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was made before the Committee.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in terms of requirement of clause (m) of Subsection (3) of Section 134 of the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, read along with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure-F of the report

LISTING:

The Securities of the Company is listed on the BSE Ltd. Mumbai.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their warm appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your Company by bankers, clients, employees as well as the investing community and look forward to their continued support.

For and on Behalf of the Board of Directors

Place: Mumbai Vinod Poddar(DIN 00182629)

Date: 30.05.2016 Executive Chairman